Activist investor Carl Icahn has filed a lawsuit against Dell Inc. and its board to prevent the computer-maker from further delaying a vote or changing the voting rules for a proposed buyout by Dell's founder.
In the complaint filed in the Court of Chancery of Delaware, Mr. Icahn said that if Dell is permitted to set a new date for a meeting to vote on whether it should be taken private, it must be held at the same time as the annual meeting.
The suit seeks to prevent Dell from setting a new record date for shareholders to vote. The record date is currently June 3, meaning shareholders as of that date can vote. The meeting is scheduled for Friday morning, though its unclear if shareholders will get to vote on the $24.4 billion buyout or if the vote will be postponed again.
Mr. Icahn is also looking to prevent founder Michael Dell and his affiliates from voting any Dell shares acquired since Feb. 5 and to obtain a declaration that the board breached its fiduciary duties to the stockholders by adjourning the special meeting on July 24 without also scheduling an annual meeting at the same time.
The complaint seeks to stop the company from changing the stockholder voting requirements in the merger. Mr. Icahn is also seeking damages from Dell and its directors for any losses caused by the company or its board.
The move is just one more salvo in what has become a protracted struggle between Mr. Icahn and private-equity firm Silver Lake.
It comes after Dell's special board committee rejected a request from Mr. Dell to change the voting rules on his buyout offer, declining to change voting rules that count abstentions as "No" votes, as Mr. Dell and Silver Lake, requested last week. But the committee offered to change the "record date" governing which shareholders can vote in exchange for the buyout group's earlier proposed 10-cent per-share bump.
A change in the record date would be designed to boost the number of shareholders likely to vote by including more-recent shareholders. The buyout group has in the past suggested changing the record date in conjunction with its request to change the voting rules. Some in the buyout group felt some shareholders who had sold shares in recent weeks hadn't then bothered to vote ahead of the prior deadlines.
Since the computer maker announced a $13.65-per-share deal in early February, it has faced resistance from activist investors as well as typically more pliant shareholders. Shares of Dell were up 1.7% to $12.88 in recent trading. The stock has risen 27% so far this year.
In the complaint filed in the Court of Chancery of Delaware, Mr. Icahn said that if Dell is permitted to set a new date for a meeting to vote on whether it should be taken private, it must be held at the same time as the annual meeting.
The suit seeks to prevent Dell from setting a new record date for shareholders to vote. The record date is currently June 3, meaning shareholders as of that date can vote. The meeting is scheduled for Friday morning, though its unclear if shareholders will get to vote on the $24.4 billion buyout or if the vote will be postponed again.
Mr. Icahn is also looking to prevent founder Michael Dell and his affiliates from voting any Dell shares acquired since Feb. 5 and to obtain a declaration that the board breached its fiduciary duties to the stockholders by adjourning the special meeting on July 24 without also scheduling an annual meeting at the same time.
The complaint seeks to stop the company from changing the stockholder voting requirements in the merger. Mr. Icahn is also seeking damages from Dell and its directors for any losses caused by the company or its board.
The move is just one more salvo in what has become a protracted struggle between Mr. Icahn and private-equity firm Silver Lake.
It comes after Dell's special board committee rejected a request from Mr. Dell to change the voting rules on his buyout offer, declining to change voting rules that count abstentions as "No" votes, as Mr. Dell and Silver Lake, requested last week. But the committee offered to change the "record date" governing which shareholders can vote in exchange for the buyout group's earlier proposed 10-cent per-share bump.
A change in the record date would be designed to boost the number of shareholders likely to vote by including more-recent shareholders. The buyout group has in the past suggested changing the record date in conjunction with its request to change the voting rules. Some in the buyout group felt some shareholders who had sold shares in recent weeks hadn't then bothered to vote ahead of the prior deadlines.
Since the computer maker announced a $13.65-per-share deal in early February, it has faced resistance from activist investors as well as typically more pliant shareholders. Shares of Dell were up 1.7% to $12.88 in recent trading. The stock has risen 27% so far this year.